SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FERRAIOLI BRIAN K

(Last)

(First)

(Middle)

4171 ESSEN LANE

(Street)

BATON ROUGE

70809

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SHAW GROUP INC [ SHAW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2013		D		77,880	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$48.99	02/13/2013		D			21,231	⁽²⁾	08/01/2017	Common Stock	21,231	⁽²⁾	0	D
Employee Stock Options	$67.19	02/13/2013		D			15,347	⁽³⁾	12/07/2017	Common Stock	15,347	⁽³⁾	0	D
Employee Stock Options	$17.89	02/13/2013		D			53,097	⁽⁴⁾	10/31/2018	Common Stock	53,097	⁽⁴⁾	0	D
Employee Stock Options	$27.79	02/13/2013		D			43,914	⁽⁵⁾	10/29/2019	Common Stock	43,914	⁽⁵⁾	0	D
Employee Stock Options	$30.56	02/13/2013		D			48,243	⁽⁶⁾	10/29/2020	Common Stock	48,243	⁽⁶⁾	0	D
Restricted Stock Units	⁽⁷⁾	02/13/2013		D			38,757	⁽⁷⁾	⁽⁷⁾	Common Stock	38,757	⁽⁷⁾	0	D
Restricted Stock Units	⁽⁸⁾	02/13/2013		D			16,655	⁽⁸⁾	⁽⁸⁾	Common Stock	16,655	⁽⁸⁾	0	D

Explanation of Responses:

1. Pursuant to the Transaction Agreement (the "Transaction Agreement"), dated as of July 30, 2012, by and among The Shaw Group Inc. ("Shaw"), Chicago Bridge & Iron Company N.V. ("CB&I"), and Crystal Acquisition Subsidiary Inc. ("Merger Subsidiary"), Merger Subsidiary merged with and into Shaw (the "Merger"), with Shaw surviving the Merger as a wholly owned subsidiary of CB&I. Upon the effective time of the Merger, each share of Shaw common stock was cancelled and extinguished and converted into the right to receive (i) $41.00 in cash, and (ii) an amount of cash in euros equal to the par value of 0.12883 shares of CB&I common stock, which cash was not actually paid, but was instead converted automatically into 0.12883 shares of CB&I common stock (the "Merger Consideration").

2. This option, which provided for vesting in four equal installments beginning on August 1, 2008, was assumed by CB&I in the Merger and replaced with an option to purchase 19,437 shares of CB&I common stock for $53.51 per share.

3. This option, which provided for vesting in four equal installments beginning on January 1, 2009, was assumed by CB&I in the Merger and replaced with an option to purchase 14,050 shares of CB&I common stock for $73.39 per share.

4. This option, which provided for vesting in four equal installments beginning on January 1, 2010, was assumed by CB&I in the Merger and replaced with an option to purchase 48,612 shares of CB&I common stock for $19.54 per share.

5. This option, which provided for vesting in four equal installments beginning on January 1, 2011, was assumed by CB&I in the Merger and replaced with an option to purchase 40,205 shares of CB&I common stock for $30.36 per share, subject to the same vesting schedule.

6. This option, which provided for vesting in four equal installments beginning on January 1, 2012, was assumed by CB&I in the Merger and replaced with an option to purchase 44,168 shares of CB&I common stock for $33.38 per share, subject to the same vesting schedule.

7. Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that is a stock-settled share unit was converted into the right to receive the Merger Consideration, less applicable tax withholdings.

8. Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that was granted after July 30, 2012 was converted into restricted stock units with respect to CB&I common stock.

	/s/ Brian K. Ferraioli pursuant to a Power of Attorney previously filed	02/15/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.